Rocket fuel for retail - The cloud platform for the next generation of app commerce.
Fundraising history on Seedrs
30 Mar 2020£2,009,3526.14%
30 Apr 2018£8,872,66329.23%
4 May 2017£10,1630.10%
18 May 2016£80,0621.17%
9 Dec 2014£332,3907.67%
Poq is a commerce platform for native retail apps. The SaaS platform enables retailers to deliver best-in-class mobile apps across Android and iOS. We offer retailers a reliable and scalable way to deploy and maintain native apps.
The company has received an investment commitment from existing investors totalling £4m. These funds will provide additional runway, with the aim to carry the company through to break-even or their Series C round. Funds will be used to continue to enhance delivery to existing customers, build out the platform further and invest in sales. The share price for this round is the same as the previous fundraise.
This investment will be received in two tranches, with the second tranche being deployed based on the company reaching certain targets. This campaign is offering pre-emption on the full investment (both tranches), which Seedrs will then deploy in the two tranches - one straight after this campaign, and one in July 2020 if certain conditions outlined below are met. If those the conditions for the second tranche investment are not met, the investment will be returned back into your Seedrs Investment account.
The company has received an investment commitment from existing investors totalling £4m.
This investment is split into two tranches. The first tranche of £2m was deployed at the end of February this year (“First Investment Tranche”) and the second tranche of a further £2m will be deployed at the end of July 2020 subject to certain targets being achieved (“Second Investment Tranche”).
Investors will be issued Series B3 shares for the first investment tranche and Series B4 shares for the second investment tranche if that second tranche is deployed. The rights that attach to the shares in the company are set out below. You will see that the rights attaching to the Series B3 and Series B4 Shares carry significant preferential returns.
For this reason, the structure agreed by the lead investor is that pre-emption on the first investment tranche is conditional on shareholders committing to pre-empt the same amount of the second investment tranche. This is why we require Seedrs investors to commit to both rounds now.
Should you choose to pre-empt, your investment will be divided equally between the two tranches of investment, with the first tranche to be released on the close of this pre-emption campaign and the second to be released alongside the Second Investment Tranche. Should the conditions for the Second Investment Tranche not be met, the portion of your investment allocated to this second tranche will be returned to your investment account.
As a result, while the price per share for both tranches is £2.2345, the investment multiple for this campaign has been set at £89.38. For every £89.38 you invest, you will be entitled to:
20 Series B3 shares on release of the first tranche of pre-emption at the close of this pre-emption campaign; and
Either (1) 20 Series B4 shares on the release of the Second Investment Tranche later this year or (2) £44.69 returned to your investment account should the Second Investment Tranche conditions not be met.
Conditions for second completion
The “Second Investment Tranche” will be deployed subject to the following targets being met:
(i) the Company’s “New Licence ARR” (annual recurring revenue) is at least £756,000;
(ii) the Company’s aggregate “New Licence ARR” and “New Service ARR” is at
least £1,260,000; and
(iii) the Company’s actual EBITDA is no less than -£2,700,000.
“New Licence ARR”: annual recurring revenue of the company from licence contracts signed between 31 December 2019 and 30 June 2020.
“New Services ARR”: annual recurring revenue of the company from managed services contracts signed between 31 December 2019 and 30 June 2020.
The Series B3 and Series B4 shares rank ahead of all other share classes in the company in the event of a distribution of proceeds (whether due to a wind-up, return of capital or share sale). The order of preference is somewhat complicated and the Articles of Association are attached so that investors can review in full (see Article 5).
In summary, the preference structure is designed so that:
First the Series B4 shareholders will receive the higher of (i) 2.5x their original investment, reduced on a linear basis down to 1x their original investment depending on the performance of the Company in the six months period ending 31 December 2020 or (ii) their proportionate entitlement to proceeds (if all shareholders, other than Series B3 shareholders participated equally).
Secondly, the Series B3 shareholders will receive the higher of (i) 4x their original investment or (ii) their proportionate entitlement to proceeds (if all shares participated equally).
Thirdly, the Series B2 shareholders will receive the higher of (i) their original subscription price or (ii) their proportionate entitlement to proceeds (if all shares, excluding Series B3 and Series B4 shares participated equally).
Fourthly, the Series B1 shareholders will receive the higher of (i) their original subscription price or (ii) their proportionate entitlement to proceeds (if all shares, excluding Series B2, Series B3 and Series B4 shares participated equally).
Fifthly, the Series A Shares enjoy a participating preference, until the point that they receive a 3x return on their investment. That is, they receive a preferential return of 1x their investment, and are then able to participate alongside ordinary shares on a pro-rata basis until they receive another 2x their original investment.
Thereafter, remaining proceeds are distributed amongst ordinary shareholders on a pro rata basis.
If a return of proceeds would see investors receive more than a 3x return on a pro rata basis, the A shareholders are likely to elect to convert to ordinary shares.
All shares have equal voting rights.
All Series B shares and Series A shares enjoy anti-dilution rights in the event shares are issued at a price lower than the price at which such shares were purchased.
Please note, the company owns a 100% US subsidiary, Poq Inc.
The company has an outstanding venture debt of £3.5m. This is to be repaid over the course of 3 years, starting in 2021. None of the funds raised will be used to repay this loan.
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